OPERTY  OF  BLAIR  & 03., 

FILE-GORY, 

LEASE. 

THE  LIBRARY 

FlTCHBUffiESlWAfi  CoMPAHY 

TO 

BOSTON  & MAINE  RAILROAD. 

JUNE  30,  1900. 


THIS  INDENTURE  made  in  duplicate  this  30tli  day  of  June,  A.  D.  1900, 
by  and  between  the  FITCHBURG  RAILROAD  COMPANY,  a corporation 
existing  under  and  by  virtue  of  the  laws  of  the  Commonwealth  of  Massa- 
chusetts and  of  the  States  of  Vermont,  New  Hampshire  and  New  York, 
party  of  the  first  part  and  hereinafter  denominated  the  Lessor,  and  the 
BOSTON  & MAINE  RAILROAD,  a corporation  existing  under  and  by 
virtue  of  the  laws  of  the  Commonwealth  of  Massachusetts  and  of  the  States 
of  Maine  and  New  Hampshire,  party  of  the  second  part  and  hereinafter  de- 
nominated the  Lessee, 

■ *• 

WITNESSETH  that  the  said  parties,  each  for  itself,  its  successors  and 
assigns  and  each  in  consideration  of  the  grants,  covenants  and  engagements 
herein  made  by  the  other,  have  granted,  covenanted  and/  agreed  and  do 
hereby  grant,  covenant  and  agree  each  to  and  with  the  other  and  its  suc- 
cessors and  assigns  as  follows,  to  wit: — 

I. 

The  Lessor  doth  grant,  demise,  and  lease  unto  the  Lessee,  its  successors 
and  assigns,  its  railroad  and  property  of  every  description,  including  therein 
its  railroad,  lands,  docks,  elevators  and  wharves  wherever  situated,  its 
branches,  tracks,  side  tracks,  road  beds,  superstructure,  station  houses  and 
grounds,  depots,  viaducts,  bridges,  piers,  shops,  buildings,  fixtures,  engines, 
cars,  barges,  rolling  stock,  machinery,  tools,  furniture,  telegraph  and  tele- 
phone apparatus,  equipment,  materials  and  supplies,  and  all  rights,  fran- 
chises, easements,  privileges,  and  appurtenances  thereto  belonging,  together 
with  the  right  to  receive  all  tolls,  rents,  revenues,  income  and  profits  of  the 
demised  premises;  including  also  therein  the  right,  title  and  interest  of  the 
Lessor  in  and  to  any  and  all  railroads  operated  by  it  under  lease  or  other- 
wise so  far  as  the  same  are  assignable  or  transferable  by  the  Lessor,  and 
in  and  to  any  stocks  and  securities  of  other  railroads  or  other  corporations 
owned  by  it,  all  dividends  thereon  and  its  right  of  voting  on  said  stock,  and 
in  and  to  auy  bonds,  obligations  and  contracts  of  or  with  other  railroads, 
corporations,  or  individuals,  and  all  income,  advantages  and  benefits  to  be 
derived  therefrom — a schedule  of  which  stock  and  bonds  is  hereto  annexed; 
hereby  assigning  and  transferring  unto  the  Lessee,  subject  to  all  legal  obliga- 
tions and  encumbrances  thereon,  all  its  railroad,  railroad  property,  fran- 
chises and  assets  of  every  description  except  as  above  stated,  and  excepting 
cash  on  hand,  outstanding  bills,  notes  and  accounts  receivable  and  all  sums 
received  thereon,  and  its  corporate  seal  and  books  of  record  to  which  the 
Lessee  shall  have  access  at  all  reasonable  times;  but  this  grant  and  assign- 
ment is  not  to  take  effect  until  the  first  day  of  the  term  hereof,  and  the 
Lessor  shall  have  the  right  to  pay  from  its  cash  on  hand  on  the  thirtieth 
day  of  June  next,  to  its  preferred  stockholders,  a dividend  of  not  exceeding 
$2.00  per  share  on  its  preferred  stock,  not  including  the  stock  in  its  treasury. 


To  have  and  to  hold  all  and  singular  the  demised  premises  to  the 
Lessee,  its  successors  and  assigns  for  and  during  the  term  of  ninety-nine 
years  from  and  after  the  first  day  of  July,  A.  D.  1900,  the  said  Lessee  keep- 
ing and  performing  the  covenants  herein  contained  on  its  part  to  be  kept  and 
performed  and  yielding  and  paying  rent  for  the  said  premises  to  the  amount 
and  in  the  manner  following,  to  wit: — 

1.  The  Lessee  shall  pay  all  operating  expenses  of  the  Lessor  and  of  all 
railroads  of  which  the  Lessee  shall  come  into  possession  or  which  it  shall 
operate  under  and  by  virtue  of  this  Indenture,  including  therein  as  part 
thereof  all  repairs  and  renewals,  all  expenditures  arising  out  of  any  con- 
tract, obligation,  business,  negligence,  or  misfeasance,  or  however  otherwise 
arising  and  whether  liability  for  the  same  now  exist  or  be  hereafter  created, 
in  any  way  connected  with  the  ownership,  use  or  operation  of  the  demised 
premises,  or  of  railroads  operated  by  the  Lessee  or  the  Lessor  as  herein 
provided;  including  therein  also  as  part  thereof  damages  to  persons  or  prop- 
erty, insurance,  all  taxes  of  every  description,  federal,  state  and  municipal, 
upon  the  Lessor’s  property,  business  indebtedness,  income,  franchises,  or 
capital  stock,  or  said  rental,  all  expenses  consequent  upon  or  incidental  to 
the  renewal  or  refunding  of  the  Lessor’s  indebtedness  or  that  of  any  road 
owned,  leased,  or  operated  by  it,  any  expenditures  hereinafter  declared  to 
be  operating  expenses,  all  necessary  legal  expenses  of  the  Lessor,  and  the 
organization  expenses  of  the  Lessor,  for  which,  in  addition  to  sufficient  office 
accommodations  to  be  furnished  by  the  Lessee,  there  shall  be  paid  to  the 
Lessor  at  the  end  of  each  successive  three  months  during  the  term  of  this 
lease  the  sum  of  Seventeen  hundred  fifty  dollars  ($1750). 

2.  The  Lessee  shall  pay,  as  the  same  become  due,  the  rentals  of  all 
railroads  of  ■which  it  shall  come  into  possession  or  which  it  shall  operate 
under  and  by  virtue  of  this  Indenture  during  the  continuance  of  this  lease, 
and  of  all  roads  leased  to  this  Lessor  according  to  the  terms  of  the  several 
leases,  shall  pay  the  interest  on  the  indebtedness  of  the  Lessor  and  on  the 
indebtedness  of  all  roads  leased  or  operated  by  the  Lessor  which  this  Les- 
sor is  under  obligation  to  pay,  a schedule  whereof  is  hereto  annexed,  and 
upon  such  future  indebtedness  as  shall  be  created  for  the  purposes  herein 
provided,  and  upon  all  future  indebtedness  of  any  road  leased  to  or  oper- 
ated by  the  Lessor  which  the  Lessor  shall  become  bound  to  pay,  and  to  that 
end  shall  pay  to  the  Lessor  such  sums  of  money  at  such  times  as  shall  en- 
able it  to  punctually  meet  the  interest  on  such  indebtedness  as  the  same 
matures. 

The  Lessor  shall  assign  and  deliver  to  the  Lessee  all  cash  on  hand  at 
the  inception  of  this  lease  and  all  bills,  notes  and  accounts  receivable  then 
outstanding,  and  all  moneys  received  thereon  and  all  such  cash  on  hand 
shall  be  used  by  the  Lessee  in  payment  of  the  Lessor’s  current  unfunded 
indebtedness  of  every  nature  and  in  discharging  its  obligations  under  con- 
tracts outstanding  at  the  inception  of  this  lease — any  balance  of  such  cash 
or  moneys  in  excess  of  the  amount  required  for  such  purposes  to  be  cred- 
ited in  the  Lessor’s  inventory  of  property  delivered  under  and  to  be  ac- 
counted for  at  the  expiration  of  the  lease,  and,  if  said  cash  and  said  moneys 
shall  prove  insufficient  for  the  purposes  aforesaid,  the  Lessee  may  reimburse 
itself  for  the  deficit  by  sale  of  the  Lessor’s  treasury  stock. 

3.  The  Lessee,  as  rental,  on  the  first  day  of  October,  1900,  and  on  the 
first  days  of  every  subsequent  January,  April,  July,  and  October  during  the 
term  of  this  lease  shall  pay  to  each  holder  of  the  Lessor’s  preferred  stock — 
exclusive  of  any  in  the  Lessor’s  treasury — One  dollar  and  twenty-five  cents 
($1.25)  for  every  share  held  by  him,  and  to  each  holder  of  the  Lessor’s  com- 
mon stock,  exclusive  of  any  in  the  Lessor’s  treasury — Twenty-five  cents  ($  .25) 
for  every  share  held  by  him,  and  in  case  of  any  failure  so  to  pay,  each  share- 
holder shall  have  his  separate  right  of  action  against  the  Lessee  for  the 
amount  due  to  him.  The  right  of  a shareholder  to  any  quarterly  payment  and 
to  sue  as  above  provided  shall  be  determined  by  his  holdings  on  the  first  day 
of  the  month  preceding  such  quarterly  rental  day  as  shown  by  the  Lessor’s 
stock  records,  a certified  copy  of  which  shall  be  furnished  to  the  Lessee  by 
the  Lessor’s  Treasurer  at  least  fifteen  days  before  each  quarterly  rental  day: 
provided,  however,  that,  if  the  proper  enabling  legislation  to  that  end  shall 


3?5,4 


a 


| 


have  been  procured,  the  Lessee  upon  demand  of  the  Governor  and  Council 
will  buy  the  Fifty  thousand  (50,000)  shares  of  the  Lessor’s  common  stock 
owned  by  the  Commonwealth  and  pay  therefor  Five  million  dollars  ($5,000,000) 
par  value  of  the  Lessee’s  three  (3)  per  cent,  fifty  (50)  year  gold  bonds,  and 
upon  demand  to  be  made  by  the  several  holders  thereof  within  one  year 
from  the  inception  of  this  lease,  will  also  buy  and  pay  for  on  the  same 
terms  the  whole  or  any  part  of  the  Five  thousand  (5,000)  shares  of  the 
Lessor’s  common  stock  now  outstanding  in  the  hands  of  private  owners,  all 
the  said  shares  so  purchased  to  be  transferred  and  delivered  to  the  Lessee 
as  its  absolute  property  and  the  said  bonds  issued  in  payment  therefor  to 
be  in  addition  to  bonds  heretofore  or  hereafter  authorized  by  charter  or 
general  law. 

Shares  of  the  Lessor’s  capital  stock  owned  by  or  held  for  the  Lessee 
shall  not  be  voted  at  any  stockholders’  meeting  during  the  continuance  of 
this  lease. 

II. 

If  from  any  cause  the  Lessee  can  not  be  put  in  lawful  possession  of  any 
railroad  or  other  property,  or  of  any  part  of  such  railroad  or  other  property, 
the  transfer  of  which  as  part  of  the  leased  premises  is  contemplated  by  this 
Indenture,  the  Lessor  shall  continue  in  the  possession,  operation,  and  man- 
agement thereof  without  interference  or  direction  from  the  Lessee,  shall 
receive  and  account  to  the  Lessee  from  time  to  time  for  any  income  and 
profits  thereof,  shall,  upon  its  request,  be  furnished  by  the  Lessee  with  the 
means  of  operating  and  managing  the  same,  shall  be  at  all  times  indemni- 
fied by  the  Lessee  against  all  loss,  injury  or  liability  arising  out  of  such  op- 
eration and  management,  and  shall  deliver  possession  to  the  Lessee  to  be 
held  under  this  Indenture,  whenever  it  shall  be  practicable  so  to  do. 

III. 

The  Lessee  shall  assume  all  traffic  balances  due  from  the  Lessor  to  other 
railroads  or  transportation  companies;  shall  assume  all  contracts  of  the 
Lessor  for  equipment,  supplies  and  material  and  all  other  contracts  and  lia- 
bilities of  the  Lessor  to  and  with  individuals  or  corporations  express  or 
implied  (its  contracts  with  the  holders  of  its  indebtedness  as  scheduled  ex- 
cepted) including  all  coupons  overdue  and  unpaid,  and  shall  assume  and  de- 
fend all  suits  against  the  Lessor  arising  out  of  or  in  any  way  connected  with 
the  past  or  future  use,  ownership  and  operation  of  the  demised  premises  or 
any  part  thereof  and  pay  all  judgments  obtained  therein;  shall  pay  the  in- 
terest upon  any  portion  of  the  indebtedness  of  the  Lessor  or  of  its  leased 
or  operated  lines  that  shall  be  renewed  or  extended  during  the  term  of  this 
lease  in  like  manner  as  upon  the  same  indebtedness  before  renewal  or  ex- 
tension; and,  in  case  the  Lessee  shall  purchase  any  of  the  stock  and  bonds 
or  other  securities,  or  shall  take  up  or  purchase  and  enforce  for  foreclosure 
or  otherwise  any  indebtedness  of  any  of  the  said  leased  or  operated  lines 
which  shall  not  be  so  renewed  or  extended,  the  security  so  taken  up  or  pur- 
chased and  all  title,  benefit  or  advantage  derived  from  the  enforcement 
thereof,  shall  enure  to  the  Lessor  at  the  termination  of  this  lease  upon  its 
reimbursing  to  the  Lessee,  without  interest,  all  sums  paid  and  expenses 
incurred  in  so  taking  up,  purchasing,  and  enforcing  the  same. 

The  Lessee  will  indemnify  and  protect  the  Lessor  against  all  claims 
which  may  be  made  against  it  by  stockholders  who  may  not  assent  to  this 
lease,  and  it  will  pay  the  claims  of  any  such  non-assenting  stockholders, 
and  the  expenses  of  the  proceedings  to  ascertain  the  amount  thereof;  and 
any  stock,  interest  or  property  right  of  a non-assenting  stockholder  of  the 
Lessor,  which  may  become  its  property  under  such  proceedings,  shall,  upon 
such  payment  by  the  Lessee,  be  transferred  to  it  by  the  Lessor,  to  be  held 
and  disposed  of  by  the  Lessee  for  its  use  and  benefit. 

IV. 

The  Lessee — in  addition  to  its  right  to  sell  treasury  stock  as  and  for  the 
purposes  mentioned  in  Section  2 of  Article  I hereof — shall  also  have  the 
right,  with  the  consent  of  the  Directors  of  the  Lessor,  to  sell  from  time  to 
time  either  at  auction  or  at  private  sale,  at  a price  to  be  agreed  upon  be- 


tween  the  Directors  of  the  Lessor  and  Lessee,  the  whole  or  any  part  of  such 
of  the  preferred  or  common  stock  of  the  Lessor  as  may  be  ia  its  treasury 
at  the  inception  of  this  lease,  for  the  purpose  of  purchasing  additional  rolling 
stock  necessary  for  the  transaction  of  the  freight  and  passenger  business  of 
the  Lessor’s  road  or  of  roads  leased  to  it  for  making  such  other  permanent 
improvements  upon  the  Lessor’s  property  as  the  Directors  of  the  Lessor  and 
Lessee  may  agree  to  as  being  necessary  for  the  transaction  of  the  Lessee’s 
business  upon  the  Lessor’s  lines. 

Permanent  improvements  upon  the  Lessor’s  property  not  provided  for  in 
the  preceding  paragraph,  if  made  by  the  Lessee’s  Directors  with  the  assent 
of  the  Directors  of  the  Lessor,  or,  in  case  of  their  disagreement,  decided  by 
the  Railroad  Commissioners  of  Massachusetts  to  be  necessary  and  proper, 
shall  be  paid  for  from  time  to  time  by  the  issue  and  sale  in  accordance  with 
the  statutes  of  Massachusetts  of  additional  stock  or  bonds  of  the  Lessor 
as  the  Lessee  may  from  time  to  time  request.  Stock  issued  or  sold  as  herein 
provided  after  the  inception  of  this  lease  shall,  from  the  time  of  such  sale 
or  issue,  be  deemed  part  of  the  Lessor’s  capital  stock  within  the  provisions 
of  Article  1,  Section  3,  hereof,  and  be  entitled  to  quarterly  dividends  at  the 
same  rate  and  in  the  same  manner  as  stock  of  the  Lessor  outstanding  at 
the  inception  of  this  lease.  Bonds  issued  as  herein  provided  after  the  in- 
ception of  this  lease  shall  be  scheduled  and  the  interest  thereon  paid  as  part 
of  the  Lessor’s  indebtedness  under  and  pursuant  to  Article  III  hereof.  The 
indebtedness  of  said  Lessor  as  scheduled,  including  the  bonds  of  the  Vermont 
and  Massachusetts  Railroad  Company  payable  under  its  lease  to  the  Lessor, 
shall  be  renewed  by  the  Lessor,  with  the  aid  of  the  Lessee,  as  the  same 
matures,  and  the  whole  or  any  portion  thereof  shall,  at  the  request  and 
under  the  direction  of  the  Lessee,  be  refunded  at  such  time  or  times  and  at 
such  rate  of  interest  as  may  be  approved  by  the  Lessee.  Any  benefits  from 
reduced  rates  of  interest  consequent  upon  such  renewal  or  refunding  of  the 
indebtedness  of  the  Lessor  or  of  any  of  its  leased  or  operated  lines  shall 
enure  to  the  Lessee.  All  premiums  obtained  from  the  sale  of  bonds  of  the 
Lessor  issued  hereunder  to  renew  or  refund  the  Lessor’s  indebtedness  shall 
be  expended  by  the  Lessee  upon  the  property  of  the  Lessor  for  permanent 
improvements  not  in  the  nature  of  ordinary  repairs. 

The  term  of  renewal  of  any  indebtedness  of  the  Lessor  as  herein  pro- 
vided shall  not  extend  beyond  the  term  of  this  lease  without  the  consent 
of  the  Lessor. 

V. 

The  Lessor  shall  make  and  execute  such  lease  or  other  operating  contract 
with  any  other  railroad  corporation  as  the  Lessee  may  request;  provided, 
however,  that  no  such  lease  or  contract,  if  the  Lessor  shall  so  elect,  shall  by 
its  terms  extend  beyond  the  continuance  of  this  lease,  and  that  the  obliga- 
tions and  liabilities  arising  therefrom  shall  be  assumed  and  sustained  exclu- 
sively by  the  Lessee  and  that  the  Lessor  shall  be  by  the  Lessee  held  harm- 
less from  any  loss  arising  therefrom  during  the  continuance  of  this  lease. 
Any  lease  or  contract  of  the  Lessor  for  the  operation  of  any  other  railroad, 
terminating  during  the  term  of  this  lease,  shall  be  renewed  by  the  Lessor 
under  the  direction  and  with  the  assent  of  the  Lessee  upon  the  most  favor- 
able terms  practicable,  but  said  Lessee  shall  not  be  bound  to  assent  to  the 
renewal  of  such  lease  or  contract  upon  terms  more  onerous  to  the  Lessee 
than  those  now  existing  unless,  by  the  award  of  referees  appointed  as  here- 
inafter provided,  such  renewal  shall  be  decided  to  be  necessary  to  the  rea- 
sonable protection  of  the  interests  of  the  Lessor.  Any  lease  or  contract  made 
or  renewed  in  accordance  with  the  provisions  of  this  Article  shall  be  subject 
lo  all  the  provisions  of  this  lease  as  effectually  as  if  now  existing  and  herein 
included,  and  upon  the  termination  of  this  lease  shall  be  re-assigned  to  and 
enure  to  the  benefit  of  the  Lessor;  and  all  branches  and  extensions  of  road 
leased  to  or  controlled  by  the  Lessee,  under  this  lease  which  shall  be  con- 
structed, leased  or  otherwise  acquired  by  the  Lessee  during  the  term  hereof, 
shall  be  conveyed  to  the  Lessor  at  the  expiration  or  earlier  termination  of 
this  lease  upon  its  paying  to  the  Lessee  the  actual  cost  of  the  construction 
or  acquirement  thereof  without  interest. 


4 


VI. 

The  Lessor  shall  from  time  to  time  deliver  to  the  Lessee  or  such  person 
or  persons  as  it  may  designate  all  such  proper  powers  of  attorney,  transfers, 
anti  proxies  as  shall  enable  the  Lessee  to  vote  on  shares  of  the  Lessor  in 
other  railroads  or  other  corporations,  to  collect  dividends  thereon,  and  to 
otherwise  use  the  same  as  contemplated  by  this  Indenture,  but  said  stock 
shall  not  be  sold  or  otherwise  disposed  of  by  the  Lessee  nor  by  the  Lessor 
except  with  the  assent  of  the  Lessee. 

VII. 

The  Lessee  shall  have  the  right  to  make  such  changes  in  the  passenger 
or  freight  stations,  tracks  and  terminal  grounds  of  the  Lessor,  to  establish 
such  new  stations  and  to  agree  with  other  corporations  for  such  union  sta- 
tions, to  make  such  separations  of  grade  crossings  of  railroads  owned  or 
leased  by  the  Lessor  with  other  railroads  and  with  highways,  and  such  other 
changes  in  the  railroad  and  railroad  property  of  the  Lessor,  as  the  safety 
and  accommodation  of  the  public  and  the  convenient  and  economical  trans- 
action of  business  may  in  its  judgment  require;  provided,  however,  that,  at 
the  termination  of  this  lease,  the  Lessor’s  stations,  tracks,  terminal  grounds, 
and  railroad  property  shall  be  returned  to  it  in  as  good  order  and  repair  as 
the  same  are  now  in  and  so  that  the  same  shall  be  equally  well  fitted  for  the 
independent  use  and  operation  of  its  own  railroad  and  its  leased  roads  by 
the  Lessor;  but  not  so  as  to  change  the  termini  of  said  Railroad  from  the 
cities  in  which  they  now  are  or  so  as  to  remove  said  Railroad  from  the 
towns,  cities  and  villages,  or  any  of  them,  through  which  the  same  now  runs. 

The  Lessee  shall  also  have  the  right  to  make  permanent  additions  to  and 
improvements  upon  the  demised  premises,  which  shall  consist  in  general  of 
improvements  and  additions  for  which  bonds  or  shares  of  stock  are  issuable 
under  the  laws  of  the  State  within  which  such  improvements  or  additions 
are  made,  or  which  are  made  in  compliance  with  the  decree  of  any  court, 
tribunal,  or  officer  having  jurisdiction  in  the  premises,  and  which  shall  in- 
clude, among  others,  additional  real  estate,  any  increase  in  track  mileage, 
separations  of  grade  crossings  of  railroads  owned  or  leased  by  the  Lessor 
with  other  railroads  and  with  highways,  buildings,  structures,  and  bridges 
additional  to  those  existing  at  the  inception  of  this  lease,  and  buildings, 
structures,  and  bridges  replacing  those  existing  at  the  inception  of  this  lease 
so  far  as  the  cost  of  such  new  buildings,  structures  and  bridges  exceeds  the 
cost  of  restoring  such  old  buildings,  structures,  and  bridges  to  as  good  condi- 
tion as  when  new. 

Real  estate  of  the  Lessor  not  required  for  railroad  uses  may  from  time 
to  time  be  sold  with  the  assent  of  the  Lessor’s  Directors.  In  every  such  case 
the  proceeds  may  be  invested  in  other  real  estate,  to  be  conveyed  to  the 
Lessor  and  become  a part  of  the  premises  demised  hereunder,  or,  if  that 
course  be  inconvenient  or  impracticable,  shall  be  applied  to  permanent  im- 
provements on  the  demised  premises  not  in  the  nature  of  ordinary  repairs, 
or  otherwise  used  as  the  parties  may  agree. 

VIII. 

All  permanent  additions  and  permanent  improvements,  if  assented  to  by 
the  Director  of  the  Lessor  or  decided  by  the  Railroad  Commissioners  of 
Massachusetts  to  be  necessary  and  proper,  or  if  required  to  be  made  by 
force  of  any  law  now  or  hereafter  existing,  or  by  any  court,  tribunal,  or 
officer  having  jurisdiction  in  the  premises,  shall  be  paid  for  by  the  Lessor 
so  far  as  it  has  or  can  procure  the  power  to  do  so  in  the  manner  provided 
in  Article  IV  of  this  lease;  otherwise  shall  be  paid  for  by  the  Lessor  at  the 
termination  of  this  lease  in  the  manner  hereinafter  provided.  The  Lessee 
shall,  as  often  as  once  in  every  year,  make  and  furnish  to  the  Lessor  a writ- 
ten statement  of  all  permanent  additions  to  and  permanent  improvements 
upon  the  demised  premises  and  of  the  cost  thereof. 

IX. 

The  Lessee  shall  use  and  operate  the  railroad  of  the  Lessor  and  of  any 
other  railroad  corporation  whose  road  is  operated  hereunder  in  accordance 
with  the  charter  of  the  Lessor  and  of  such  other  corporation,  and  in  accord- 
ance with  the  laws  of  the  United  States,  of  the  Commonwealth  of  Massa- 


5 


ehusetts  and  of  the  States  of  New  York,  New  Hampshire  and  Vermont  so 
far  as  the  same  are  respectively  applicable;  shall  furnish  all  cars,  engines, 
rolling  stock,  and  equipment  of  every  description  required  in  addition  to  the 
like  property  hereby  demised  for  the  due  operation  of  the  railroads  operated 
under  and  by  virtue  of  this  lease;  shall  observe  and  perform  all  the  provi- 
sions of  the  leases  and  contracts  of  the  Lessor  with  railroads  leased  to  or 
operated  by  it;  shall  keep  the  demised  premises  reasonably  insured  and  shall 
apply  the  proceeds  of  any  insurance  to  restoring  and  replacing  the  property 
destroyed,  or  to  making  permanent  improvements  not  in  the  nature  of  ordi- 
nary repairs  upon  the  demised  premises;  shall  apply  the  proceeds  of  rolling 
stock,  equipment  and  other  personal  property  herein  demised  which  it  may 
become  advisable  to  sell  and  which  it  is  hereby  authorized  to  sell  at  its  dis- 
cretion, so  as  to  substitute  therefor  similar  property  of  equal  value  and 
equally  convenient  to  the  use  of  the  Lessor  whenever  this  lease  is  terminated; 
shall  replace  buildings  or  structures  on  the  demised  premises  taken  down  or 
removed,  and  which  the  Lessee  is  hereby  authorized  to  take  down  or  remove 
at  its  discretion,  with  other  buildings,  structures,  and  permanent  improve- 
ments upon  the  demised  premises  of  equal  value  and  equally  convenient  to 
the  use  of  the  Lessor  whenever  this  lease  is  terminated;  shall  furnish  the 
Directors  of  the  Lessor,  not  exceeding  fifteen  in  number,  and  its  Treasurer, 
with  free  annual  passes  over  the  railroads  operated  by  the  Lessee  during  the 
continuance  of  this  lease,  and  shall  transport  the  stockholders  of  the  Lessor 
over  the  railroads  hereby  demised  to  and  from  their  annual  and  special 
meetings  free  of  charge;  shall  permit  the  demised  premises  to  be  inspected 
annually  by  some  competent  person  appointed  by  the  Lessor,  who  shall  report 
to  both  Lessor  and  Lessee  the  condition  of  said  premises,  shall,  for  the  pur- 
poses of  such  inspection,  be  furnished  by  the  Lessee  with  free  transportation 
over  the  railroads  operated  by  the  Lessee  under  this  lease,  and  shall  receive 
a reasonable  compensation  for  his  services,  to  be  paid  by  the  Lessee  as  part 
of  the  Lessor’s  operating  expenses;  shall  make  all  returns  required  by  law 
and  shall  furnish  the  Lessor  with  such  abstracts  of  its  accounts  as  shall 
enable  it  to  make  all  returns  required  of  the  Lessor;  shall  not  assign  this 
iease  except  as  hereinafter  provided,  nor  under-let  the  whole  or  any  part 
of  the  demised  premises  (except  such  portions  thereof  as  may  not  be  required 
by  it  for  railroad  uses)  without  the  consent  in  writing  of  the  Lessor;  shall 
keep  the  demised  premises  in  the  same  good  order  and  condition  as  the  same 
are  when  received  by  the  Lessee  under  this  lease;  shall  cause  all  rolling 
stock  substituted  for  that  herein  demised  and  added  thereto  to  be  distin- 
guished by  appropriate  names,  numbers  or  letters;  at  the  termination  of  this 
lease  from  any  cause  whatever  shall  surrender  the  demised  premises  and 
every  part  thereof,  together  with  all  improvements  thereon  and  additions 
thereto,  and  together  with  all  branches  or  extensions  built  or  added  by  the 
Lessee  during  the  term  hereof  (to  be  ascertained  and  determined  according 
to  the  inventory  hereinafter  provided  for)  in  the  like  good  order  and  condi- 
tion in  which  they  are  at  the  inception  of  this  lease  or  may  be  put  during 
the  term,  the  amount  of  money  to  be  accounted  for  to  the  Lessor  being  the 
balance  credited  in  said  inventory  as  provided  in  Section  2 of  Article  1 hereof, 
and  the  amount  of  materials  and  supplies  to  be  surrendered  or  accounted  for 
to  be  equivalent  in  value  to  the  amount  on  hand  at  the  inception  of  this  lease 
as  shown  by  said  inventory;  and,  subject  to  the  provisions  in  this  Indenture 
contained,  shall  retransfer  to  the  Lessor  all  stocks,  bonds  and  securities 
transferred  by  the  Lessor  under  this  lease;  provided,  however,  that  at  the 
termination  of  this  lease  the  Lessor  shall  pay  to  the  Lessee  the  value  with- 
out interest  of  any  permanent  improvements  and  additions  not  already  paid 
for  by  the  Lessor,  the  said  value  to  be  determined,  unless  agreed  upon  by 
the  parties,  by  the  Board  of  Arbitrators  provided  for  in  Article  XIII  of  this 
lease. 


X. 


The  Lessor  shall  maintain  its  existence  and  organization  as  a corporation 
and  to  that  end  shall  comply  with  all  the  requisites  and  forms  of  law;  shall 
at  the  expense  of  the  Lessee  do  all  acts  and  things  and  execute  all  legal 
instruments  necessary  and  proper  to  put  and  secure  the  Lessee  in  full  enjoy- 


ment  of  all  the  property,  rights,  franchises,  and  interests  herein  demised 
and  to  carry  into  effect  the  true  intent  and  meaning  of  this  lease;  and  shall, 
from  time  to  time,  whenever  requested,  take  real  estate  required  for  the 
convenient  use  of  the  demised  premises,  the  Lessee  to  be  reimbursed  by  the 
Lessor  for  the  cost  thereof  and  for  all  expenses  arising  out  of  such  taking 
in  accordance  with  the  provisions  of  Article  VIII  hereof. 

To  further  secure  the  Lessee  in  the  beneficial  enjoyment  of  the  property, 
rights,  franchises,  and  privileges  herein  demised,  the  Lessor  constitutes  the 
Lessee  its  attorney  irrevocable  with  full  right  and  power  at  the  Lessee’s 
expense  to  use  the  name  of  the  Lessor  in  all  legal  proceedings  and  in  all 
cases  needful  for  obtaining,  holding,  and  enjoying  the  premises  herein  de- 
mised and  for  all  purposes  consistent  with  the  true  intent  of  this  instru- 
ment, and  all  acts  and  proceedings  necessary  to  give  validity  to  this  lease 
in  the  States  of  New  Hampshire,  Vermont  and  New  York  shall  be  forthwith 
taken  by  the  Lessee  in  the  name  of  the  Lessor,  or  otherwise,  at  the  sole  cost 
and  expense  of  the  Lessee. 

XI. 

That  the  property  herein  demised  and  to  be  accounted  for  at  the  ter- 
mination of  this  lease  may  be  accurately  determined,  there  shall  be  made  as 
of  the  day  when  this  lease  takes  effect  a full  and  particular  inventory,  de- 
scription, and  appraisal  of  all  estate  and  property,  real  and  personal,  belong- 
ing to  the  Lessor  and  coming  into  the  possession  of  the  Lessee  by  virtue  of 
this  lease  to  which,  from  time  to  time,  shall  be  added  such  other  estate  and 
property  as  shall  come  into  the  possession  of  the  Lessee  by  virtue  hereof. 
Such  inventory,  description,  and  appraisal,  and  the  additions  thereto  from 
time  to  time,  shall  be  made  by  two  competent  persons,  one  selected  by  each 
party;  in  case  of  their  disagreement  they  shall  refer  the  matter  in  difference 
to  some  third  person  whose  decision  shall  be  final. 

Such  inventory,  description,  and  appraisal  shall  be  made  in  duplicate  and 
an  original  furnished  to  each  party  and  shall  be  evidence  of  the  nature,  value, 
and  condition  of  the  property  demised  at  the  inception  of  this  lease  or  at  the 
time  of  the  additions  thereto  in  all  cases  in  which  any  question  of  such  na- 
ture, condition,  or  value  may  arise. 

XII. 

This  lease  is  upon  the  condition  that,  if  the  Lessee  shall  at  any  time  fail 
to  make  to  the  Lessor  as  part  of  the  rent  herein  reserved  the  payments 
herein  stipulated  to  be  made  to  the  Lessor  to  enable  it  to  pay  the  interest 
on  indebtedness  as  above  provided,  or  shall  fail  for  thirty  days  to  make  any 
quarterly  payments  of  rental  as  stipulated  in  Article  I,  Section  3 hereof, 
then  and  in  such  case  the  Lessor  may  at  once  enter  upon  the  demised  prem- 
ises and  upon  any  part  thereof  as  for  the  whole,  and  expel  the  Lessee  and 
determine  the  estate  hereby  granted,  and  shall  thereupon  become  seized  and 
possessed  of  the  demised  premises  and  of  all  the  premises  then  in  possession 
of  the  Lessee  or  Lessor  under  this  Indenture  and  of  every  part  thereof  in  its 
original  right  and  as  if  this  lease  had  never  been  made;  and  upon  the  further 
condition  that,  if  the  Lessee  shall  fail  to  perform  or  observe  any  other  of  the 
covenants  and  agreements  in  this  lease  contained,  and  such  failure  shall  con- 
tinue for  six  months  after  written  notice  of  such  failure  from  the  Directors 
of  the  Lessor,  or  if  the  use  or  possession  of  the  demised  railroads  or  any  of 
them,  or  the  estate  hereby  created  and  vested  in  the  Lessee,  shall  be  taken 
from  the  Lessee  by  legal  proceedings  of  any  kind,  or  be  put  into  the  hands 
of  a receiver,  or  in  any  manner  be  taken  into  the  control  of  any  court,  then, 
in  any  of  said  events,  and  notwithstanding  any  license  or  waiver  of  any  prior 
breach  of  condition,  the  Lessor  shall  have  the  like  right  to  enter  and  expel 
the  Lessee  and  revest  in  itself  its  former  estate  in  the  demised  premises  and 
every  part  thereof;  provided,  however,  that  such  entry  by  the  Lessor  for 
breach  of  condition  shall  in  no  wise  prejudice  or  impair  any  remedies  to 
which  it  might  otherwise  be  entitled  for  arrears  of  rent  or  preceding  breach 
of  covenant,  or  any  other  rights  secured  by  this  lease  in  case  of  its  termina- 
tion before  the  expiration  of  the  term  thereof. 


XIII. 

In  case  of  any  disagreement  between  the  parties  hereto  as  to  the  true 
intent  and  meaning  of  this  lease  or  any  part  thereof,  or  as  to  anything  done 
or  to  be  done  under  and  by  virtue  of  it  or  growing  out  of  it,  the  matter  in 
controversy  shall  be  referred  by  written  submission  to  the  arbitration  of 
referees  to  be  chosen  in  the  manner  following:  One  shall  be  chosen  by  each 
of  the  parties  hereto,  or,  if  either  shall  unreasonably  fail  or  neglect  to  ap- 
point a referee  when  requested  by  the  other,  the  Board  of  Railroad  Commis- 
sioners of  Massachusetts,  after  due  notice  to  the  party  so  failing  or  neglect- 
ing, may  appoint  a referee;  the  third  shall  be  selected  by  the  two  so  chosen. 
The  arbitrators  shall  hear  the  parties  after  due  notice  to  each  of  them  and,  if 
either  party  fail  to  attend  after  such  notice,  may  proceed  ex  parte.  The 
award  in  writing  of  said  arbitrators  or  a majority  of  them  being  duly  noti- 
fied to  the  parties  shall  be  final  and  conclusive  upon  them. 

IN  TESTIMONY  WHEREOF  the  said  parties,  by  their  respec- 
tive Presidents  thereunto  duly  authorized,  have  caused  their 
corporate  seals  to  be  hereto  affixed  and  these  presents  to  be 
executed  and  the  same  to  be  countersigned  by  their  respective 
Treasurers  the  day  and  year  before  written. 

FITCHBURG  RAILROAD  COMPANY, 

By 

Edmund  1).  Codman, 

In  presence  of  ' President. 

A.  Wetherejul  Draper. 

A.  Ryder. 

Countersigned  by 

Daniel  A.  Gleason, 

Treasurer. 


BOSTON  AND  MAINE  RAILROAD, 


By 

Lucius  Tuttle, 

In  presence  of  President. 

A.  Wetherell  Draper. 

A.  Ryder. 

Countersigned  by 

Amos  Blanchard, 

Treasurer. 


COMMONWEALTH  OF  MASSACHUSETTS. 


Suffolk  SS.,  Boston,  June  30th,  1900,  then 
personally  appeared  E.  1).  Codman,  President  and  Daniel  A.  Gleason,  Treas- 
urer of  the  Fitchburg  Railroad  Company,  and  acknowledged  the  foregoing 
instrument  to  be  the  free  act  and  deed  of  the  said  Fitchburg  Railroad  Com- 
pany; and  Lucius  Tuttle,  President"  and  Amos  Blanchard,  Treasurer  of  the 
Boston  and  Maine  Railroad,  and  acknowledged  the  foregoing  instrument  to 
be  the  free  act  and  deed  of  the  said  Boston  and  Maine  Railroad. 


Before  me, 


William  B.  Lawrence, 

Justice  of  the  Peace 


